Matthew B. Jore
About Matthew B. Jore
Matthew B. Jore, age 62, is Chief Executive Officer and a Class I director of AirJoule Technologies Corporation, serving on the Board since 2024 and as CEO since the business combination that closed March 14, 2024; he became a full-time employee on May 1, 2024 . He founded Montana Technologies LLC (AirJoule’s predecessor) in October 2012 and served as Chairman and CEO since its founding; prior ventures include founding Core Innovation and Jore Corporation, which he led through an IPO and to >$50 million annual revenue; he holds a B.A. in Political Science and Economics/Business from the University of Montana . Performance context: the company reported no revenues in the S&P Global dataset for the periods shown and negative EBITDA across recent quarters and fiscal years (see tables below; values retrieved from S&P Global)*. Board governance features include a Lead Independent Director (elected March 2025), with independent committee chairs and at least 75% meeting attendance by all directors in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AirJoule Technologies LLC (formerly Montana Technologies LLC; “Predecessor”) | Founder, Chairman & CEO | Oct 2012–Mar 2024 (Business Combination closed Mar 14, 2024) | Built proprietary technology platform; led into public-company combination |
| Jore Corporation | Founder/Leader | Not disclosed | Led through successful IPO; scaled to >$50M annual revenue |
| Core Innovation | Founder | Not disclosed | Product-based venture creation and leadership |
External Roles
No external public-company directorships or committee roles for Mr. Jore were disclosed in the proxy. Skip.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $240,000 | $338,462 (includes consulting fees through Apr 30, 2024 and salary from May 1, 2024) |
| Annual Bonus ($) | – | $180,000 (earned for 2024 performance; paid Mar 2025) |
| All Other Comp ($) | – | $6,000 (lease payments Jan–Mar 2024; lease terminated at Business Combination) |
Current targets (approved effective May 1, 2024):
- Base salary: $400,000; Target bonus: 75% of base salary .
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company performance goals + individual goals (specific metrics not disclosed) | Not disclosed | Not disclosed | Not disclosed | $180,000 for 2024 (paid Mar 2025) | Cash; paid March 2025 |
Option Awards (2024 Grants)
| Grant Date | Shares | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Jun 6, 2024 | 131,664 | 10.23 | Jun 6, 2034 | 25% on the first anniversary of Jun 6, 2024; remaining 75% in 12 equal quarterly installments thereafter; full acceleration on death/disability; single/double-trigger full acceleration around change in control with qualifying termination or resignation for good reason, subject to release |
Restricted Stock Units (2024 Grants)
| Grant Date | Units | Vesting Schedule |
|---|---|---|
| Jun 6, 2024 | 50,000 | 25% on each of the first four anniversaries of Jun 6, 2024; full acceleration on death/disability; single/double-trigger full acceleration around change in control with qualifying termination or resignation for good reason, subject to release |
Equity award timing policy: historically on a predetermined annual schedule; not timed around MNPI disclosure . Clawback policy: Dodd-Frank compliant; Q1 2024 restatement did not trigger recovery .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,736,712 shares (13.7% of outstanding Class A) |
| Breakdown (60-day look-forward from Apr 8, 2025) | 7,691,296 common; 32,916 options becoming exercisable within 60 days; 12,500 RSUs vesting within 60 days |
| Vested vs unvested equity (as of Dec 31, 2024) | Options shown unexercisable at year-end with Jun 6, 2034 expiry; RSUs 50,000 unvested (market value $398,500 at $7.97 closing price) |
| Shares pledged as collateral | Not disclosed in proxy; Insider Trading Policy requires pre-clearance, sets blackout windows, permits 10b5-1 trading plans; hedging/derivatives trading governed by policy but explicit pledging prohibition not stated |
| Ownership guidelines | Compensation Committee administers any stock ownership guidelines for executives; specific multiples and compliance status not disclosed |
Class B conversion: In Nov 2024, Mr. Jore converted all outstanding Class B common stock into Class A common stock on a one-for-one basis; no Class B remains outstanding .
Employment Terms
| Term | Base Case Severance | Change-in-Control (CIC) Severance | Conditions |
|---|---|---|---|
| Executive Severance Plan (adopted Jun 6, 2024) | CEO: 12 months of base salary + 12 months COBRA subsidy (company portion) after Qualifying Termination (without cause or for good reason) | CEO: lump sum 18 months base salary + 18 months COBRA subsidy + 150% of target annual cash bonus, if Qualifying Termination within 12 months post-CIC or without cause within 3 months pre-CIC | Subject to timely execution/non-revocation of general release; continued compliance with restrictive covenants; 280G cut-down to optimize after-tax outcome |
| Equity acceleration on termination | As per award agreements: full vesting upon death/disability; full vesting for qualifying termination or good reason within CIC windows | ||
| Employment start date | Full-time employee effective May 1, 2024; prior consulting via MRJ, LLC at $20,000/month through Apr 30, 2024; consulting agreement terminated when he became employee |
Related party transactions: MRJ, LLC consulting at $20,000/month (terminated May 1, 2024); a property lease with CEO (terminated at Business Combination; $0 owed at Dec 31, 2024); Class B conversion noted above .
Board Governance
- Role: Class I director up for election in 2025; term runs to 2028 if elected; serves as CEO and director (not on Audit, Compensation, or Nominating committees) .
- Committee structure: Audit (Chair: Paul Dabbar), Compensation (Chair: Marwa Zaatari), Nominating & Corporate Governance (Chair: Max S. Baucus) .
- Independence and leadership: Independent directors include Zaatari, Baucus, Dabbar, Agrawal, Derham; Lead Independent Director elected March 2025 (J. Kyle Derham) with responsibilities for executive sessions, agendas, and liaison functions .
- Attendance: In 2024, the Board held 7 meetings; Audit 6; Compensation 8; Nominating 1; each director attended at least 75% of Board and committee meetings .
- Director compensation: Non-employee director program established Jun 6, 2024; as CEO, Mr. Jore is not a non-employee director and no director retainer is disclosed for him .
Performance Context
Recent EBITDA and revenue trend (USD millions; oldest → newest):
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues | n/a* | n/a* | n/a* | n/a* | n/a* | n/a* | n/a* | n/a* |
| EBITDA | -2.959* | -1.697* | -4.337* | -2.375* | -2.805* | -3.189* | -4.447* | -3.005* |
Fiscal year EBITDA (USD millions; oldest → newest):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | n/a* | n/a* |
| EBITDA | -11.386* | -11.213* |
Values retrieved from S&P Global.*
Investment Implications
- Pay-for-performance alignment: Cash is modest versus equity; equity awards vest over four years with acceleration protections, while annual bonus metrics are not disclosed—limiting transparency into operating targets; clawback and insider trading controls are in place, reducing governance risk .
- Retention and change-in-control economics: CEO’s CIC severance at 18 months base, 18 months COBRA, and 150% of target bonus is above typical single-year norms, indicating strong retention protections but potential shareholder cost if a transaction occurs .
- Selling pressure and overhang: Significant personal ownership (13.7%) with upcoming near-term vesting (12,500 RSUs within 60 days; 32,916 options exercisable within 60 days as of Apr 8, 2025) suggests periodic liquidity events; historical lock-up restrictions expired, removing transfer constraints .
- Dual-role considerations: CEO serves as director but not committee member; presence of an Executive Chairman and a Lead Independent Director mitigates concentration of power; independent committees and attendance support governance quality .
- Execution risk: Pre-revenue status with persistent negative EBITDA underscores commercialization and scaling risk; compensation structures emphasize multi-year vesting, aligning incentives with longer-term value creation while leaving short-term KPI visibility limited .